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HomeMy WebLinkAbout22-0211 UAC Theatre CompanyELGIN THE CITY IN THE SUBURBS' z 9E This agreement between e CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "PURCHASER") and Up and Coming Theatr y, an I ' -for-profit corporation (hereinafter referred to as" PRODUCER") is hereby made and entered into on this ay of 022. For and in consideration of the promises and covenants contained herein, the sufficiency of which is mutually acknowledged by the parties hereto, the parties hereto hereby agree as follows: The PURCHASER hereby engages the PRODUCER and the PRODUCER hereby agrees to provide to the PURCHASER the entertainment Presentation (hereinafter referred to as "Presentation") hereinafter described, upon all the terms and conditions herein set forth. 1. PRESENTATION: 2. PLACE OF ENGAGEMENT: Elgin Summer Theatre —In the Heights Hemmens Cultural Center 45 Symphony Way Elgin, IL 60120-5558 (6) SIX SHOWS Scaling: Up to 2,100 @ Adults: $22.00 advance / $28.00 at the door Students / Seniors (Age 62+) / Active Military $15.00 advance / $18 at the door Group Discount: 15% off adult price ticket for groups of 10+ for a single performance 15% off adult price ticket for groups of 20+ over the course of the run Producer's Comps: 36 Radio Comps: 40 Purchaser Comps: 36 DATE(S) OF ENGAGEMENT: In the Heights a. Number of shows: Six (6) b. Times of Show: Friday, July 15, 2022 at 7:30pm Friday, July 22, 2022 at 7:30pm Saturday, July 16, 2022 at 7:30pm Saturday, July 23, 2022 at 7:30pm Sunday, July 17, 2022 at 3:00pm Sunday, July 24, 2022 at 3:00pm 4. TERMS AGREED UPON: a. PURCHASER shall provide a venue (The Hemmens Cultural Center) and reasonable technical support suitable for the presentation to the PRODUCER as attached hereto and made a part hereof as Attachment "A". b. PURCHASER shall provide reasonable labor, marketing support, Seat Advisor Box Office ticket expenses (set-up costs, printing, etc.), and other mutually agreed upon miscellaneous support as provided by Attachment "A". C. PRODUCER shall provide and pay for all other aspects of the production including, but not limited to, royalties, artist fees, transportation, hospitality, and production equipment not provided by the PURCHASER including, but not limited to, backline, musical instruments, and supplemental lighting, rigging and sound as attached hereto and made a part hereof as Attachment "B". d. PURCHASER and PRODUCER shall share all Box Office Receipts, Cultural Arts Commission funding, program ad sales, and cash sponsorships related to Presentation to be disbursed based upon the following payout schedule: 1. First, Purchaser shall be paid for all documented expenses of PURCHASER; 2. Next, Producer shall be paid for all documented expenses of PRODUCER; 3. Any remaining receipts shall he paid 80% to the PRODUCER, 20% to the PURCHASER; The amount of any such box office receipts, cash sponsorships and documented direct expenses commensurate with the Presentation shall be determined by the PURCHASER in the PURCHASER's sole discretion. 5. Payments shall be paid as follows: a. If applicable, the amount to be paid to the PRODUCER shall be reduced by any outstanding balance owed to the PURCHASER by the PRODUCER. b. After the deduction of any outstanding balance owed to the PURCHASER by the PRODUCER, payment will be made to the PRODUCER in accordance with paragraph 4.d. by City of Elgin check within thirty (30) days of a determination of final income, expenses and distribution amounts as provided for herein. 6. PRODUCER warrants that it that it has the authority and rights to enter into an agreement for the presentation of "In the Heights" to be performed at The Hemmens Cultural Center as described above. 7. PRODUCER shall have the right to sell souvenir programs, ballet books, photographs, records, CDs, DVDs and any and all types of merchandise/concessions (excluding beverages) including, but not limited to, articles of clothing (i.e. T-shirts, hats, etc.), posters, stickers, etc. on the premises of the place(s) of performance. PURCHASER retains the right to provide its standard lobby beverage service and shall retain all revenues from beverage and related sales. 8. The services provided for in this Agreement shall be performed or provided on or before July 25, 2022. 9. This agreement and the attachments hereto is the only agreement between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral, written or implied, between the parties hereto regarding the subject matter hereof. 10. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document At the request of either party any fax or e-mail copy of this agreement shall be re -executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 11, PRODUCER hereby irrevocably consents to the jurisdiction and venue of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof without jury; and PRODUCER agrees that service by first class U.S. mail to the address listed below PRODUCER's signature shall constitute good and effective service. 12. The terms of this agreement shall be severable. In the event that any of the terms or provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. 13. To the fullest extent permitted by law, PRODUCER shall indemnify, defend and hold harmless PURCHASER, its officers, employees, boards and commissions from and against any and all claims, other relief arising out of or resulting form or through or alleged to arise out of any reckless or negligent acts or omissions of PRODUCER'S officers, employees or agents in the performance of this Agreement In the event of any action against PURCHASER, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and bold harmless, such action shall be defended by legal counsel of the PURCHASER'S choosing. The provisions of this paragraph shall survive any termination and/or expiration of this Agreement. 14. Notwithstanding any other provision of this Agreement it is expressly agreed and understood that in connection with the performance of this Agreement that the PRODUCER shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, PRODUCER hereby certifies, represents and warrants to the City that all PRODUCER'S employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to perform such work and/or services in the United States. The City shall have the right to audit any records in the possession or control of the PRODUCER to determine PRODUCER'S compliance with the provisions of this section. In the event the City proceeds with such an audit the PRODUCER shall make available to the City the Artist's relevant records at no cost to the City. The cost of any such audit shall be at the sole expense of PRODUCER up to the amount of $900. 15. No official director, officer, agent or employee of the PURCHASER shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement 16. Notwithstanding anything to the contrary provided herein, PURCHASER shall not be liable to PRODUCER for attorneys' fees or any incidental, indirect or special damages of any kind: 17. This agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. 18. PRODUCER hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and any and all such rights to interest to which it may otherwise he entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act, as amended (50 ILCS 505/1, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.). the PRODUCER: Aney Weiss Up and Coming TYeatrc Company 1615 N. Arlington Heights Rd. Unit C Arlington Heights, IL 60004 224-558-3913 the P ISER: Richard G. Koza1, City Manager EVENT CONTACT. Butch Wilhelmi 45 Symphony Way, Elgin,1160120 847-931-5905 wilhelmi b64cityofel igin.org TECHNICAL CONTACT: Smooch Medina 847-931-5912 medina i(a).e tyofelgin.ore PRODUCTION STAGE MANAGER: Marissa Gil 947-931-6016 Gil m(a)ccittyofelein.ore 2022 Elgin Summer Theatre Co -Promotion Agreement PURCHASER Responsibilities Attachment A PURCHASER shall provide the following services and equipment reasonably required for the presentation: Audition/Rehearsal/Performance Space: a. When available, Purchaser will provide space within the Hemmens Cultural Center (HCC) for auditions, call-backs, rehearsals and production prep (set building, etc.). Space may be on stage, in the exhibition hall, or in other spaces depending on availably based on the HCC rental schedule. Final availability will be determined no later than twenty-one (21) days prior to the scheduled activity; b. If the HCC is not available, PURCHASER shall endeavor to arrange for an alternate location. However, PURCHASER will not guarantee alternative space if HCC is not available; c. The stage and associated spaces will be made available for "tech week" beginning no later than the Sunday prior to the first performance. d. The stage and associated spaces will be made available for performances to be presented on the following schedule: i. Friday, July 15, 2022 at 7:30pm ii. Saturday, July 16, 2022 at 7:30pm iii. Sunday, July 17, 2022 at 3:00pm iv. Friday, July 22, 2022 at 7:30pm v. Saturday, July 23, 2022 at 7:30pm vi. Sunday, July 24, 2022 at 3:00pm e. The stage and associated spaces will be made available for a brush -up rehearsal on Thursday, July 21, 2022. 2. HCC Equipment -equipment will be provided for use by approved members of PRODUCER'S production crew: a. PURCHASER shall make available all reasonable production equipment in the HCC inventory including but not limited to microphones, effects, lighting equipment, rigging equipment and staging equipment; b. PURCHASER shall make available all reasonable front -of -house equipment in the HCC inventory including but not limited to tables, chairs and skirting. c. PURCHASER shall make available all reasonable set -building tools and equipment in the HCC inventory including but not limited hand tools, power saws and drills, and metal working tools; d. PURCHASER shall make available all reasonable set pieces, props and costumes in the HCC inventory for use by PRODUCER. 3, HCC Box Office Services and Marketing Support: a. Tickets will be sold through the HCC Box Office: at the Box Office window, over the phone and on the internet; b. PURCHASER will provide at cost HCC Box Office staff, Head Usher, and ushers for performances; c. PURCHASER will work with PRODUCER to develop marketing materials to be distributed via social media, email blasts and posters/flyers; d. PURCHASER will provide in-house printing services (within its capabilities) for posters, flyers, programs and other materials. 4. HCC Production Labor: ' a. PURCHASER will provide at cost HCC stagehands as reasonably required for presentation; b. PURCHASER will provide at cost HCC stage manager for all auditions, call-backs, rehearsals and shows; c. PURCHASER shall provide at cost HCC event staff of at least one lighting person, one sound operator, one deck/rail person and one floater. PRODUCER may provide volunteers approved by PURCHASER to fill all other event positions including, follow -spot operator(s) and additional lighting, sound and deck/rail positions. PRODUCER may also utilize additional HCC event staff to fill positions at cost; d. PURCHASER reserves the right to fill vacant event staff positions at its sole discretion as is required for a safe and proper presentation. Such costs to be deducted from the box office receipts as described in paragraph 3 of the Co -Pm Agreement; 2022 Elgin Summer Theatre Co -Promotion Agreement PRODUCER Responsibilities Attachment B PRODUCER shall provide the services and equipment reasonably required for the presentation including, but not limited to: 1. Rights, Royalties and Required Documents: a. PRODUCER shall secure and pay for all required licenses, rights and royalties required for presentation of In the Heighis; b. PRODUCER shall secure and pay for all associated licensed materials required for the presentation; including but not limited to scripts, scores, librettos, marketing materials and production resources; c. PRODUCER shall provide to the PURCHASER a certificate of insurance evidencing general liability insurance with limits of not less than $1,000,000 per occurrence and $1,000,000 in the aggregate. Such insurance shall name PURCHASER as additional insured. 2_ Artistic and Production Staff: a. PRODUCER shall provide artistic staff required for successful presentation; including, but not limited to Director(s), Music Director(s) and Choreographer(s); b. PRODUCER shall provide production staffrequired for successful presentation; including, but not limited to Technical Director, Lighting, Sound, Set and Costume Designers; and Assistant Stage Manager(s). PRODUCER may choose to use Hemmens Cultural Center (HCC) staff for production staff in which case personnel costs will be deducted from the box office receipts as described in paragraph 3 of the Co -Pro Agreement; c. PRODUCER shall provide musicians as required for the presentation. PRODUCER shall be responsible for providing musical instruments and/or backline required for the presentation not otherwise provided by the musicians; d. If required, PRODUCER shall provide all necessary sound effects and/or auxiliary music for the presentation. Sound files will be provided in a format approved by the Hemmens Technical Supervisor; e. PRODUCER shall provide personnel required for the construction, painting and decorating of all set - pieces, props, costumes and materials required for presentation. f. PRODUCER shall make its artistic and production staff available for regularly scheduled production meetings with Hemmens production team including a pre production meeting to take place no later than three weeks prior to first audition. Meeting schedules to be determined; g. PRODUCER shall provide to PURCHASER's representative a list of artistic and production staff with email addresses and phone numbers no later than three weeks prior to auditions. 3. Production Materials: a. PRODUCER shall be responsible for providing all presentation related materials including but not limited to, costumes, props, practicals, and set pieces; b. PRODUCER shall be responsible for materials, tools and labor required to modify materials as warranted and for the return of materials to their original condition if applicable. 4. Auditions, Casting and Rehearsals: a. PRODUCER shall conduct all auditions and call-backs as required to adequately cast the presentation; b. PRODUCER shall conduct regularly scheduled rehearsals of a length and number necessary for an artistically successful presentation c. PRODUCER shall provide to PURCHASER's representative a list of cast members with email addresses and phone numbers prior to first rehearsal. Purchaser shall inform PURCHASER's representative of any changes to active list in a timely fashion, 5. Marketing and Promotions: a. PRODUCER shall bear all costs of, and shall provide for design and development of all marketing materials including, but not limited to audition posters & flyers, show posters & flyers and programs; b. PRODUCER shall bear all costs of, and shall provide for creation of any publicity photos and/or videos to be used in promoting presentation. c. PRODUCER shall bear all costs of, and shall provide for placement of approved advertising in print, online and broadcast media, and all associated expenses; d. All marketing materials must include Elgin Summer Theatre, Hemmens Cultural Center and Elgin Cultural Arts Commission logos; e. PRODUCER shall use its best efforts to provide cast members for promotional opportunities as availability allows. Promotional opportunities may include interviews, photo shoots, parades, etc, PURCHASER Approvals: a. PRODUCER shall provide a schedule of requested Hemmens usage to the Cultural Center Director at least 45 days prior to commencement of auditions. Any requests for changes to the approved schedule must be submitted to the Cultural Center Director in a timely fashion. Accommodation of requested changes is not guaranteed but will not be unreasonably withheld; b. PRODUCER shall submit any plans and diagrams related to sets, lighting, sound and rigging for review and approval by Hemmens Technical Supervisor to insure plans are feasible and safe on the following schedule: i. Conceptual text, diagrams and/or renderings for the production design including, but not limited to sets, costumes, lighting, sound and rigging will be available for review and comment at preproduction meeting no later than three weeks prior to auditions; ii. Scale drawings of the stage layout will be provided prior to, or at, first rehearsal; iii. Final detailed production designs including, but not limited to sets, costumes, lighting, sound and rigging plots will be distributed no later than June 1, 2022. c. All personnel provided by PRODUCER must be approved by PURCHASER prior to using tools and/or equipment provided by HCQ d. All marketing plans and materials must be approved by PURCHASER prior to distribution,